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At this time, the Company is reaffirming the outlook for fiscal 2013 earnings from continuing operations of $2.35 - $2.60 per diluted share that it announced at the September 14 analyst day. Additional expected costs associated with the exit of the ambulance business and costs, which may be substantial, related to a tender offer initiated, and a proxy contest threatened, by Mr. Carl Icahn are not reflected in the Company’s earnings estimates for fiscal 2013.

Conference Call

The Company will comment on fourth quarter earnings and its fiscal 2013 outlook during a conference call at 9:00 a.m. EDT this morning. Slides for the call will be available on the Company’s website beginning at 7:00 a.m. EDT this morning. The call will be webcast simultaneously over the Internet. To access the webcast, listeners can go to
www.oshkoshcorporation.com at least 15 minutes prior to the event and follow instructions for listening to the broadcast. An audio replay of the call and related question and answer session will be available for 12 months at this website.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with generally accepted accounting principles (GAAP) in the United States of America. The Company is presenting various operating results, such as operating income, income from continuing operations and earnings per share from continuing operations, both on a reported basis and on a basis excluding items that affect comparability of operating results. When the Company uses operating results, such as operating income, income from continuing operations and earnings per share from continuing operations, excluding items, they are considered non-GAAP financial measures. The Company believes excluding the impact of these items is useful to investors to allow a more accurate comparison of the Company’s operating performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented non-GAAP measures to the most directly comparable GAAP measures (in millions, except per share amounts):

Three Months Ended

Fiscal Year Ended

September 30,

September 30,

2012

2011

2012

2011

Access equipment segment

Non-GAAP operating income

$

60.0

$

33.9

$

228.9

$

67.0

Restructuring-related charges

(0.5

)

0.9

0.3

(1.7

)

GAAP operating income

$

59.5

$

34.8

$

229.2

$

65.3

Defense segment

Non-GAAP operating income

$

62.5

$

74.1

$

237.0

$

546.7

Restructuring-related charges

-

(3.1

)

-

(3.7

)

Curtailment expense

(0.5

)

-

(0.5

)

-

GAAP operating income

$

62.0

$

71.0

$

236.5

$

543.0

Fire & emergency segment

Non-GAAP operating income

$

13.0

$

2.8

$

7.9

$

13.3

Restructuring-related charges

(10.1

)

(6.1

)

(18.8

)

(12.4

)

Curtailment expense

(2.0

)

-

(2.0

)

-

Long-lived asset impairment charges

-

(2.0

)

-

(2.0

)

GAAP operating income (loss)

$

0.9

$

(5.3

)

$

(12.9

)

$

(1.1

)

Commercial segment

Non-GAAP operating income

$

9.2

$

2.6

$

32.2

$

4.3

Restructuring-related charges

-

-

(0.1

)

(0.4

)

GAAP operating income

$

9.2

$

2.6

$

32.1

$

3.9

Corporate

Non-GAAP operating expenses

$

(34.4

)

$

(25.9

)

$

(104.6

)

$

(107.1

)

Proxy contest costs

(0.2

)

-

(6.6

)

-

Curtailment expense

(0.9

)

-

(0.9

)

-

GAAP operating expenses

$

(35.5

)

$

(25.9

)

$

(112.1

)

$

(107.1

)

Consolidated

Non-GAAP operating income

$

110.4

$

87.4

$

401.6

$

528.2

Restructuring-related charges

(10.6

)

(8.3

)

(18.6

)

(18.2

)

Curtailment expense

(3.4

)

-

(3.4

)

-

Proxy contest costs

(0.2

)

-

(6.6

)

-

Long-lived asset impairment charges

-

(2.0

)

-

(2.0

)

GAAP operating income

$

96.2

$

77.1

$

373.0

$

508.0

Three Months Ended

Fiscal Year Ended

September 30,

September 30,

2012

2011

2012

2011

Consolidated

Non-GAAP provision for income taxes

$

32.1

$

24.4

$

115.0

$

163.5

Income tax benefit associated with pre-tax charges

(5.1

)

(3.7

)

(10.3

)

(7.3

)

Discrete tax benefits

(26.5

)

(1.4

)

(40.3

)

(11.1

)

GAAP provision for income taxes

$

0.5

$

19.3

$

64.4

$

145.1

Non-GAAP income from continuing operations

attributable to Oshkosh Corporation, net of tax

$

60.2

$

45.5

$

208.5

$

280.8

Restructuring-related charges, net of tax

(6.8

)

(5.3

)

(11.9

)

(11.6

)

Curtailment expense, net of tax

(2.2

)

-

(2.2

)

-

Proxy contest costs, net of tax

(0.1

)

-

(4.2

)

-

Long-lived asset impairment charges, net of tax

-

(1.3

)

-

(1.3

)

Discrete tax benefits

26.5

1.4

40.3

11.1

GAAP income from continuing operations

attributable to Oshkosh Corporation, net of tax

$

77.6

$

40.3

$

230.5

$

279.0

Non-GAAP earnings per share attributable to Oshkosh

Corporation from continuing operations-diluted

$

0.65

$

0.50

$

2.27

$

3.07

Restructuring-related charges, net of tax

(0.07

)

(0.06

)

(0.13

)

(0.13

)

Curtailment expense, net of tax

(0.02

)

-

(0.02

)

-

Proxy contest costs, net of tax

-

-

(0.05

)

-

Long-lived asset impairment charges, net of tax

-

(0.01

)

-

(0.01

)

Discrete tax benefits

0.29

0.01

0.44

0.12

GAAP earnings per share attributable to Oshkosh

Corporation from continuing operations-diluted

$

0.85

$

0.44

$

2.51

$

3.05

Net cash flows provided by operating activities

$

268.3

Additions to property, plant and equipment

(55.9

)

Additions to equipment held for rental

(8.4

)

Proceeds from sale of property, plant and equipment

7.6

Proceeds from sale of equipment held for rental

3.7

Free cash flow

$

215.3

Forward-Looking Statements

This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. When used in this press release, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, especially in the current environment where there are conflicting signs regarding the future global economic outlook; the expected level and timing of the U.S. Department of Defense (DoD) procurement of products and services and funding thereof; risks related to reductions in government expenditures in light of U.S. defense budget pressures and an uncertain DoD tactical wheeled vehicle strategy; the ability to increase prices to raise margins or offset higher input costs; increasing commodity and other raw material costs, particularly in a sustained economic recovery; risks related to the Company’s exit from its ambulance business, including the amounts of related costs and charges; risks related to facilities consolidation and alignment, including the amounts of related costs and charges and that anticipated cost savings may not be achieved; the duration of the ongoing global economic weakness, which could lead to additional impairment charges related to many of the Company’s intangible assets and/or a slower recovery in the Company’s cyclical businesses than Company or equity market expectations; the potential for the U.S. government to competitively bid the Company’s Army and Marine Corps contracts; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks related to production or shipment delays arising from quality or production issues; risks associated with international operations and sales, including foreign currency fluctuations and compliance with the Foreign Corrupt Practices Act; risks related to actions of activist shareholders, including the amount of related costs; the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals; risks and uncertainties associated with the pending tender offer for the Company's shares, the outcome of any litigation related to the offer or any other offer or proposal, and the Board’s recommendation to the shareholders concerning the offer or any other offer or proposal. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including the Form 8-K filed today. All forward-looking statements speak only as of the date of this press release. The Company assumes no obligation, and disclaims any obligation, to update information contained in this press release. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

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